Activision Blizzard, Inc.
Activision Blizzard, Inc. (Form: S-8, Received: 02/29/2016 20:52:44)

 

As filed with the Securities and Exchange Commission on February 29, 2016.

Registration No. 333-              

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 


 

ACTIVISION BLIZZARD, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

95-4803544

(State or other jurisdiction

 

(I.R.S. Employer

of incorporation or organization)

 

Identification No.)

 

3100 Ocean Park Boulevard

Santa Monica, California 90405

(Address of principal executive offices)

 

ACTIVISION BLIZZARD,   INC. 2014 INCENTIVE PLAN

(Full title of the plan)

 

Dennis Durkin

Chief Financial Officer

Activision Blizzard,   Inc.

3100 Ocean Park Boulevard

Santa Monica, California 90405

(Name and address of agent for service)

 

(310) 255-2000

(Telephone number, including area code,

of agent for service)

 


 

with copy to:

 

Chris B. Walther

Chief Legal Officer

Activision Blizzard, Inc.

3100 Ocean Park Boulevard

Santa Monica, California 90405

 


 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “accelerated filer,” “large accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x

Accelerated filer   o

 

 

Non-accelerated filer   o

Smaller reporting company   o

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

 

Title of Each Class of
Securities to
be Registered

 

Amount
to be
Registered (1)

 

Proposed
Maximum
Offering Price
Per Share (2)

 

Proposed
Maximum
Aggregate
Offering
Price (2)

 

Amount of
Registration
Fee (2)

 

Common Stock, par value $0.000001 per share

 

7,909,850

 

$

31.01

 

$

245,284,448.50

 

$

24,700.14

 

 

(1)                              Represents shares issuable pursuant to the Activision Blizzard, Inc. 2014 Incentive Plan (the “Plan”).  Pursuant to Rule 416, there are also registered hereunder such indeterminate number of additional shares as may become available for issuance pursuant to the Plan as a result of the antidilution provisions contained therein.

 

(2)                              The registration fee with respect to these shares has been computed in accordance with paragraphs (c) and (h) of Rule 457, based upon the average of the daily high and low prices of shares of the common stock on February 24, 2016 as reported by The Nasdaq Stock Market, Inc.

 

 

 


 


 

EXPLANATORY NOTE

 

This registration statement on Form S-8 is being filed by Activision Blizzard, Inc, (the “Company”) pursuant to General Instruction E to Form S-8 to register 7,909,850 additional shares of the Company’s common stock, par value $0.000001 per share, issuable pursuant to the Plan, which are the same class as the securities for which the registration statement on Form S-8 (Registration No. 333-196956) was filed. This consists of (a) 63,533 shares issuable pursuant to the terms of the Plan and (b) 7,846,317 shares that were registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 9, 2010, file number 333-167428, with respect to which a post-effective amendment to deregister those shares from issuance is being filed contemporaneously with the filing of this Registration Statement.

 

Pursuant to General Instruction E to Form S-8, the contents of the registration statement on Form S-8 (Registration No. 333-196956) filed by the Company on June 20, 2014 are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth in this registration statement on Form S-8.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

The following is a list of all exhibits filed as a part of this registration statement on Form S-8, including those incorporated herein by reference.

 

Exhibit
Number

 

Description of Exhibit

 

 

 

4.1

 

Third Amended and Restated Certificate of Incorporation of Activision Blizzard, Inc., dated June 5, 2014 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed June 6, 2014).

 

 

 

4.2

 

Third Amended and Restated Bylaws of Activision Blizzard, Inc., adopted as of February 2, 2016 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed February 8, 2016).

 

 

 

5.1

 

Opinion of Jeffrey A. Brown, Secretary of Activision Blizzard, Inc.

 

 

 

23.1

 

Consent of Jeffrey A. Brown, Secretary of Activision Blizzard, Inc. (included in Exhibit 5.1).

 

 

 

23.2

 

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for the Company.

 

 

 

24.1

 

Power of attorney of each of Hendrik J. Hartong III and Casey Wasserman (included in the signature pages hereto).

 

 

 

24.2*

 

Power of attorney of each of Robert A. Kotick, Dennis Durkin, Stephen Wereb, Robert J. Corti, Brian G. Kelly, Barry Meyer, Robert J. Morgado, Peter Nolan and Elaine Wynn.

 

 

 

99.1

 

Activision Blizzard, Inc. 2014 Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed June 6, 2014).

 


* Previously filed on June 20, 2014

 

2


 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California, on this 26 day of February, 2016.

 

 

ACTIVISION BLIZZARD, INC.

 

 

 

 

 

By:

/s/ Dennis Durkin

 

 

Dennis Durkin

 

 

Chief Financial Officer, Activision Blizzard, Inc.

 

3



 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby authorizes and appoints Jeffrey A. Brown as attorney-in-fact and agent, with full powers of substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments, to this registration statement and other documents in connection with the registration statement, with the Commission, granting to this attorney-in-fact and agent full power and authority to perform any other act on behalf of the undersigned required to be done.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

SIGNATURES

 

TITLE

 

DATE

 

 

 

 

 

*

 

President and Chief Executive Officer (Principal Executive Officer) and Director

 

February 26, 2016

Robert A. Kotick

 

 

 

 

 

 

 

 

*

 

Chief Financial Officer (Principal Financial Officer)

 

February 26, 2016

Dennis Durkin

 

 

 

 

 

 

 

 

 

*

 

Chief Accounting Officer (Principal Accounting Officer)

 

February 26, 2016

Stephen Wereb

 

 

 

 

 

 

 

 

*

 

Director

 

February 26, 2016

Robert J. Corti

 

 

 

 

 

 

 

 

 

/s/ Hendrik J. Hartong III

 

Director

 

February 26, 2016

Hendrik J. Hartong III

 

 

 

 

 

 

 

 

 

*

 

Chairman and Director

 

February 26, 2016

Brian G. Kelly

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 26, 2016

Barry Meyer

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 26, 2016

Robert J. Morgado

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 26, 2016

Peter Nolan

 

 

 

 

 

 

 

 

 

/s/ Casey Wasserman

 

Director

 

February 26, 2016

Casey Wasserman

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 26, 2016

Elaine Wynn

 

 

 

 

 

 

*By:

/s/ Jeffrey A. Brown

 

 

Jeffrey A. Brown, Attorney-in-Fact

 

 

4


 


 

INDEX TO EXHIBITS

 

Exhibit
Number

 

Description of Exhibit

 

 

 

4.1

 

Third Amended and Restated Certificate of Incorporation of Activision Blizzard, Inc., dated June 5, 2014 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed June 6, 2014).

 

 

 

4.2

 

Third Amended and Restated Bylaws of the Activision Blizzard, Inc., adopted as of February 2, 2016 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed February 8, 2016).

 

 

 

5.1

 

Opinion of Jeffrey A. Brown, Secretary of Activision Blizzard, Inc.

 

 

 

23.1

 

Consent of Jeffrey A. Brown, Secretary of Activision Blizzard, Inc. (included in Exhibit 5.1).

 

 

 

23.2

 

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for the Company.

 

 

 

24.1

 

Power of attorney of each of Hendrik J. Hartong III and Casey Wasserman (included in the signature pages hereto).

 

 

 

24.2*

 

Power of attorney of each of Robert A. Kotick, Dennis Durkin, Stephen Wereb, Robert J. Corti, Brian G. Kelly, Barry Meyer, Robert J. Morgado, Peter Nolan and Elaine Wynn.

 

 

 

99.1

 

Activision Blizzard, Inc. 2014 Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed June 6, 2014).

 


* Previously filed on June 20, 2014

 

5


 

EXHIBIT 5.1

 

 

February 26, 2016

 

Activision Blizzard, Inc.

3100 Ocean Park Boulevard

Santa Monica, California 90405

 

Re: Activision Blizzard, Inc. Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

I refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed today by Activision Blizzard, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), for the registration of 7,909,850 shares of the Company’s common stock, par value $0.000001 per share (the “Shares”), to be issued from time to time under the Company’s 2014 Incentive Plan (the “Plan”).

 

I am the Senior Vice President, Chief Compliance Officer and Secretary of the Company and have acted as counsel to the Company in connection with the preparation of the Registration Statement and the Plan. As such counsel, it is my opinion that the Shares have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the Plan, at prices in excess of the par value thereof, will be validly issued, fully paid and nonassessable. In arriving at the foregoing opinion, I have reviewed the originals or copies certified or otherwise identified to my satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and I have made such investigations of law, as I have deemed appropriate.

 

The foregoing opinions are limited to the General Corporation Law of the State of Delaware.

 

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am an “expert” within the meaning of the Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit.

 

 

Very truly yours,

 

 

 

 

 

By:

/s/ Jeffrey A. Brown

 

 

Jeffrey A. Brown

 

 

Secretary

 


 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 29, 2016 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Activision Blizzard, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015.

 

 

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

February 29, 2016